What does the 989-share award in the NTRS Form 4 represent?

The 989-share figure represents stock units granted as compensation, convertible on a 1-for-1 basis into Northern Trust common shares. They were reported at a price of $0.0000 per share, meaning Henderson did not pay cash; this is a standard non-cash equity award.

Director Jay Henderson (NTRS) gets 989-share grant and 1,902-share trust transfer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Henderson Jay L reported acquisition or exercise transactions in this Form 4 filing.

Northern Trust Corp director Jay L. Henderson reported routine equity compensation and a trust-related transfer. On April 21, 2026, he received an award of 989 shares of common stock at no cash cost, increasing his directly held shares to 989. Separately, 1,902 previously vested and already reported stock units granted on April 22, 2025 were distributed as common shares and moved into his existing trust account, which now holds 18,318 shares indirectly. These are non-open-market transactions reflecting compensation and account structuring rather than discretionary stock purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Henderson Jay L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	989	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 989 shares (Direct, null); Common Stock — 18,318 shares (Indirect, By Trust)

Footnotes (1)

On April 21, 2026, 1,902 already reported and vested stock units, granted on April 22, 2025, were distributed to the reporting person. Shares reported herein reflect the transfer of such shares into the reporting person's previously existing trust account. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

Key Figures

Equity award: 989 shares Trust holdings after transfer: 18,318 shares Previously vested units distributed: 1,902 stock units +1 more

4 metrics

Equity award 989 shares Common stock granted on April 21, 2026 at $0.0000 per share

Trust holdings after transfer 18,318 shares Indirect ownership by trust following April 21, 2026 distribution

Previously vested units distributed 1,902 stock units Units granted April 22, 2025, distributed as shares on April 21, 2026

Direct holdings after award 989 shares Total directly held Northern Trust common stock after the grant

Key Terms

stock units, 1-for-1 basis, indirect, By Trust

4 terms

stock units financial

"1,902 already reported and vested stock units, granted on April 22, 2025, were distributed"

Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.

1-for-1 basis financial

"Represents stock units payable automatically on a 1-for-1 basis in shares"

indirect financial

"total_shares_following_transaction": "18318.0000", "direct_or_indirect": "I""

By Trust financial

""direct_or_indirect": "I", "nature_of_ownership": "By Trust""

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 06:38 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Henderson Jay L

(Last)

(First)

(Middle)

50 SOUTH LA SALLE ST

(Street)

CHICAGO

ILLINOIS

60603

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/21/2026		A		989	A	$0	989⁽¹⁾⁽²⁾	D
Common Stock								18,318⁽¹⁾	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On April 21, 2026, 1,902 already reported and vested stock units, granted on April 22, 2025, were distributed to the reporting person. Shares reported herein reflect the transfer of such shares into the reporting person's previously existing trust account.

2. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Jay L. Henderson	04/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NTRS director Jay L. Henderson report?

Jay L. Henderson reported a routine equity award and a trust transfer. He received 989 Northern Trust common shares at no cash cost and 1,902 previously vested stock units were distributed as shares into his existing trust account holding 18,318 shares indirectly.

Was the Northern Trust (NTRS) Form 4 an open-market stock purchase or sale?

The Form 4 did not show any open-market buys or sells. It reported a grant of 989 common shares as compensation and the distribution of 1,902 previously vested stock units into a trust, both non-market, administrative equity movements rather than discretionary trading.

How many Northern Trust shares does Jay L. Henderson hold after these transactions?

After these transactions, Jay L. Henderson directly holds 989 Northern Trust common shares and indirectly holds 18,318 shares through a trust. The indirect position reflects the transfer of 1,902 previously vested stock units plus any earlier trust holdings reported in prior filings.

What is the significance of the 1,902 stock units mentioned in the Northern Trust filing?

The 1,902 stock units were already reported and vested units granted on April 22, 2025. On April 21, 2026 they were distributed as Northern Trust common shares and moved into Henderson’s existing trust account, updating how the holdings are structured rather than creating new compensation.